Exhibit 99.1
Selected Consolidated Financial Data
The following selected consolidated statements of comprehensive income and other financial data for the six months ended December 31, 2017 and 2018, and the consolidated balance sheet data as of June 30, 2018 and December 31, 2018 have been derived from our unaudited condensed consolidated financial statements which are included elsewhere in this report. Our unaudited condensed consolidated financial statements have been prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. Except for changes in operating subsidiaries, our unaudited condensed consolidated financial statements have been prepared as if our current corporate structure had been in existence throughout the relevant periods.
The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our unaudited condensed consolidated financial statements and related notes and the “Operating and Financial Review and Prospects” included elsewhere in this report.
To facilitate a clear understanding of Hollysys’ operational results, a summary of unaudited non-GAAP financial results is shown as below:
(In USD thousands, except share numbers and per share data)
Six months ended December 31, | ||||||||
2017 | 2018 | |||||||
Statement of Comprehensive Income Data | ||||||||
Revenue | 272,914 | 288,182 | ||||||
Integrated contract revenue | 230,109 | 233,333 | ||||||
Product sales | 19,177 | 13,957 | ||||||
Services rendered | 23,628 | 40,892 | ||||||
Cost of revenues | 168,663 | 179,567 | ||||||
Gross profit | 104,251 | 108,615 | ||||||
Total operating expenses | 40,278 | 36,576 | ||||||
Selling | 14,438 | 15,569 | ||||||
General and administrative | 23,135 | 20,196 | ||||||
Research and development | 19,216 | 19,170 | ||||||
VAT refunds and government subsidies | (16,511 | ) | (18,359 | ) | ||||
Income from operations | 63,973 | 72,039 | ||||||
Other income, net | 2,710 | 6,495 | ||||||
Foreign exchange loss | (1,104 | ) | (827 | ) | ||||
Share of net income of equity investees | 2,273 | (287 | ) | |||||
Dividend income from a cost investee | 1,057 | 1,113 | ||||||
Interest income | 3,036 | 5,995 | ||||||
Interest expenses | (634 | ) | (316 | ) | ||||
Income tax expenses | 13,031 | 11,767 | ||||||
Net income attributable to non-controlling interests | 86 | 83 | ||||||
Non-GAAP net income attributable to Hollysys Automation Technologies Ltd. | 58,194 | 72,362 | ||||||
Non-GAAP basic EPS | 0.96 | 1.20 | ||||||
Non-GAAP diluted EPS | 0.96 | 1.19 | ||||||
Share-based compensation expenses | 324 | 151 | ||||||
Amortization of acquired intangible assets | 279 | 155 | ||||||
Fair value adjustments of a bifurcated derivative | - | 20 | ||||||
GAAP net income attributable to Hollysys Automation Technologies Ltd. | 57,591 | 72,036 | ||||||
GAAP basic EPS | 0.95 | 1.19 | ||||||
GAAP diluted EPS | 0.95 | 1.18 | ||||||
Basic weighted average common shares outstanding | 60,428,431 | 60,450,930 | ||||||
Diluted weighted average common shares outstanding | 61,241,092 | 61,271,864 |
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June 30, | December 31, | |||||||
2018 | 2018 | |||||||
Balance Sheet Data | ||||||||
Total current assets | 1,000,898 | 1,054,314 | ||||||
Total assets | 1,210,128 | 1,262,438 | ||||||
Total current liabilities | 333,054 | 343,147 | ||||||
Total liabilities | 367,775 | 364,378 | ||||||
Net assets | 842,052 | 897,938 | ||||||
Non-controlling interests | 301 | 122 | ||||||
Stockholders’ equity | 842,353 | 898,060 | ||||||
In evaluating our results, the non-GAAP measures of “Non-GAAP general and administrative expenses (“Non-GAAP G&A expenses”)”, “Non-GAAP cost of integrated contracts”, “Non-GAAP other income (expenses), net”, “Non-GAAP net income attributable to Hollysys” and “Non-GAAP earnings per share” serve as additional indicators of our operating performance and not as a replacement for other measures in accordance with US GAAP. We believe these non-GAAP measures are useful to investors as they exclude: 1) the non-cash share-based compensation expenses, 2) amortization of acquired intangible assets, 3) fair value adjustments of acquisition-related consideration and 4) fair value adjustments of a bifurcated derivative. All of the above will not result in any cash inflows or outflows. We believe that using non-GAAP measures help our shareholders have a better understanding of our operating results and growth prospects. In addition, given the business nature of Hollysys, it has been a common practice for investors and analysts to use such non-GAAP measures to evaluate the Company. Specifically, the non-GAAP measures excluded the following items:
1) The non-cash share-based compensation expenses, which are calculated based on the number of shares or options granted and their fair value as of grant date.
2) Amortization of acquired intangible assets, which is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as customer relationships and order backlog, are valued and amortized over their estimated lives. Value is also assigned to the acquired indefinite-lived intangible assets, which comprises of goodwill that is not subject to amortization.
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3) Fair value adjustments of a bifurcated derivative are accounting adjustments to report the change of fair value of the feature bifurcated as a derivative from a convertible bond issued by the Company, the underlying host instrument which is accounted for as a liability at its fair value.
The following table provides a reconciliation of U.S. GAAP measures to the non-GAAP measures for the periods indicated:
Six months ended December 31, | ||||||||
2017 | 2018 | |||||||
Cost of integrated contracts | 155,998 | 161,593 | ||||||
Less: Amortization of intangible assets | 279 | 155 | ||||||
Non-GAAP cost of integrated contracts | 155,719 | 161,438 | ||||||
G&A expenses | 23,459 | 20,347 | ||||||
Less: Share-based compensation expenses | 324 | 151 | ||||||
Non-GAAP G&A expenses | 23,135 | 20,196 | ||||||
Other (expenses) income, net | 2,710 | 6,475 | ||||||
Fair value adjustments of a bifurcated derivative | - | 20 | ||||||
Non-GAAP other income, net | 2,710 | 6,495 | ||||||
Net income attributable to Hollysys Automation Technologies Ltd. | 57,591 | 72,036 | ||||||
Add: Share-based compensation expenses | 324 | 151 | ||||||
Amortization of intangible assets | 279 | 155 | ||||||
Fair value adjustments of a bifurcated derivative | - | 20 | ||||||
Non-GAAP net income attributable to Hollysys Automation Technologies Ltd. | 58,194 | 72,362 | ||||||
Weighted average number of ordinary shares outstanding used in computation: | ||||||||
Basic | 60,428,431 | 60,450,930 | ||||||
Diluted | 61,241,092 | 61,271,864 | ||||||
Non-GAAP earnings per share: | ||||||||
Basic | 0.96 | 1.20 | ||||||
Diluted | 0.96 | 1.19 | ||||||
Exchange Rate Information
A majority of our business is conducted in China. We also operate in Singapore, Malaysia and several other jurisdictions in Asia and Middle East through Hollysys (Asia Pacific) Pte. Limited, Hollysys Automation India Private Limited, PT Hollysys Automation Indonesia, Bond Corporation Pte. Ltd., Bond M&E Pte. Ltd., Bond M&E Sdn. Bhd., Bond M&E (K.L.) Sdn. Bhd., Concord Corporation Pte. Ltd., Concord Electrical Pte. Ltd., Concord Electrical Sdn. Bhd., Concord Corporation Pte. Ltd, Dubai Branch, Concord Electrical Contracting Ltd., Concord M Design and Engineering Company Ltd. We use US dollars as our reporting currency in our financial statements in this interim report. For entities whose functional currency is not US dollars, assets and liabilities are translated into US dollars at the balance sheet date rates; equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year as published by the International Monetary Fund. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the consolidated statement of comprehensive income and changes in equity. Transactions and amounts in other parts of this interim report in foreign currencies recorded at the rates of exchange prevailing when the transactions occurred. With respect to amounts not recorded in our consolidated financial statements but included elsewhere in this interim report, all conversion between RMB and US dollars were made at a rate of RMB 6.7864 to $1.00, and all conversion between Singapore dollars and US dollars were made at a rate of SGD 1.3656 to $1.00, as set forth by the International Monetary Fund. We make no representation of any kind that RMB, Singapore dollar, US dollar or any other currency referenced in this report could have been, or could be, converted into the other stated currencies at the rates stated below, any particular rate, or at all. The Chinese government imposes control over its foreign-currency reserves through both direct regulation concerns conversion of RMB into foreign exchange and through restrictions on foreign trade.
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